8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 30, 2018

OREXIGEN THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-33415	65-1178822
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3344 N. Torrey Pines Ct., Suite 200, La Jolla, CA		92037
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (858) 875-8600

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01. Regulation FD Disclosure.

As previously reported, on March 12, 2018, Orexigen Therapeutics, Inc. (the “Company”) filed a voluntary petition for bankruptcy protection under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) (Case No. 18-10518).

On April 30, 2018, the Company filed its monthly operating report with the Bankruptcy Court for the reporting period of March 12 to March 31, 2018 (the “Monthly Operating Report”), a copy of which is attached hereto as Exhibit 99.1.

Cautionary Statements Regarding the Monthly Operating Report

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope and has been prepared solely for the purpose of complying with requirements of the Bankruptcy Court. The Monthly Operating Report was not reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment. The financial information in the Monthly Operating Report is not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and, therefore, may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosures. The Monthly Operating Report also relates to periods which are different from the historical periods required in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Cautionary Statements Regarding Trading in the Company’s Securities

The Company’s securityholders are cautioned that trading in the Company’s securities during the pendency of the Chapter 11 process will be highly speculative and will pose substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Company’s Chapter 11 process. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K and Exhibit 99.1 hereto (collectively, this “Current Report”) may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those involving future events and future results that are based on current expectations, estimates, forecasts, and projections as well as the current beliefs and assumptions of the Company’s management. We often use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “may,” “predict,” “will,” “would,” “could,” “should,” “target” and similar expressions to identify forward-looking statements. All statements contained in this Current Report that are not statements of historical fact and other estimates, projections, future trends and the outcome of events that have not yet occurred referenced in this Current Report should be considered forward-looking statements. Actual results or events could differ materially from those indicated in forward-looking statements as a result of risks and uncertainties, including, among others, the potential adverse impact of the Chapter 11 filings on our liquidity or results of operations, changes in our ability to meet financial obligations during the Chapter 11 process or to maintain contracts that are critical to our operations, the outcome or timing of the Chapter 11 process, the effect of the Chapter 11 filings or related proposed asset sale on our relationships with third parties, regulatory authorities and employees, proceedings that may be brought by third parties in connection with the Chapter 11 process and the timing or amount of any distributions to the Company’s stakeholders. Many of such factors relate to events and circumstances that are beyond the Company’s control. You should not place undue reliance on forward-looking statements. The Company does not assume any obligation to update the information contained in this Current Report.

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 is being furnished for informational purposes only and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. The filing of this current report (including Exhibit 99.1 attached hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD.

Additional Information regarding the Chapter 11 Case

Additional information about the Chapter 11 process and proposed asset sale, as well as other documents related to the restructuring and reorganization proceedings, is available through the Company’s claims agent Kurtzman Carson Consultants LLC at www.kccllc.net/orexigen. Information contained on, or that can be accessed through, such web site or the Bankruptcy Court’s web site is not part of this Current Report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

99.1 Monthly Operating Report, dated May 1, 2018.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OREXIGEN THERAPEUTICS, INC.
Date: May 3, 2018	By:	/s/ Thomas P. Lynch
	Name:	Thomas P. Lynch
	Title:	Executive Vice President, Chief Administrative Officer, General Counsel and Secretary

EX-99.1

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: Orexigen Therapeutics, Inc.	Case No. 18-10518 (KG)
Debtor	Reporting Period: March 12, 2018 - March 31, 2018

MONTHLY OPERATING REPORT

File with Court and submit copy to United States Trustee within 20 days after end of month.

Submit copy of report to any official committee appointed in the case.

REQUIRED DOCUMENTS	Form No.	Document Attached		Explanation Attached	Affidavit/Supplement Attached
Schedule of Cash Receipts and Disbursements	MOR-1		X
Schedule of Disbursements by Debtor Entity	MOR-1a		X
Schedule of Debtor Bank Account Balances	MOR-1b		X
Schedule of Professional Fees and Expenses Paid	MOR-1c		X
Copies of bank statements					Certification Attached
Cash disbursements journals					Certification Attached
Bank reconciliation					Certification Attached
Statement of Operations	MOR-2		X
Balance Sheet	MOR-3		X
Status of Postpetition Taxes					Certification Attached
Copies of IRS Form 6123 or payment receipt					Certification Attached
Copies of tax returns filed during reporting period					Certification Attached
Summary of Unpaid Postpetition Debts
Summary of Unpaid Post Petition Accounts Payables	MOR-4		X
Accounts Receivable Aging	MOR-5		X
Debtor Questionnaire	MOR-5		X

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

/s/ Stephen Moglia	4/30/18
Signature of Authorized Individual*	Date
/s/ Stephen Moglia	VP, CAO
Printed Name of Authorized Individual	Title of Authorized Individual

* Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.

Notes:

The last four digits of Debtor’s federal tax identification number are (8822). The Debtor’s mailing address for purposes of this chapter 11 case is 3344 North Torrey Pines Court, Suite 200, La Jolla, CA, 92037.

UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: Orexigen Therapeutics, Inc.	Case No. 18-10518 (KG)
Debtor	Reporting Period: March 12, 2018 - March 31, 2018

CERTIFICATION REGARDING POST-PETITION BANK ACCOUNT

RECONCILIATIONS, CASH DISBURSEMENT JOURNALS AND

COMPLIANCE AND PAYMENT OF POST-PETITION TAXES

I, Stephen Moglia, Chief Accounting Officer, of Orexigen Therapeutics, Inc. (the “Debtor”) hereby certify the following:

1. Attached to MOR-1 is a listing of the Debtor’s bank accounts, by account number, and the opening and closing balances. These accounts are reconciled monthly in accordance with the Debtor’s ordinary course accounting practices and are available to the United States Trustee upon request.

2. Cash disbursement journals are maintained in accordance with the Debtor’s ordinary course accounting practices and are available to the United States Trustee upon request.

3. To the best of my knowledge and belief, the Debtor is current on all post-petition taxes, and no post-petition tax amounts are past due.

/s/ Stephen Moglia	4/30/18
Stephen Moglia Chief Accounting Officer	Date

UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re: Orexigen Therapeutics, Inc.	Case No. 18-10518 (KG)
Debtor	Reporting Period: March 12, 2018 - March 31, 2018

Notes to Monthly Operating Report

Debtor in Possession Financial Statements

The financial statements and supplemental information presented in this Monthly Operating Report (“MOR”) have been prepared using the Debtor’s books and records solely to comply with the requirements of the monthly reporting requirements under the United States Bankruptcy Code and those of the United States Trustee for Region Three.

The financial statements and supplemental information presented herein are unaudited, preliminary in nature, and may not comply with generally accepted accounting principles in the United States of America (“U.S. GAAP”) in all material respects. These preliminary unaudited financial statements and other information represent the Debtor’s good faith attempt to comply with the requirements of the United States Bankruptcy Code and those of the United States Trustee using the resources available. This information is limited in scope to the requirements of this report.

These preliminary unaudited financial statements have not been subject to procedures that would typically be applied to financial information presented in accordance with U.S. GAAP, and upon application of such procedures, the Debtor believes that the financial information could be subject to changes, which could be material. Certain totals may not sum due to rounding.

All related tax implications are not currently reflected in the preliminary unaudited financial statements herein. The financial impact of potential tax and other adjustments on the accompanying preliminary unaudited financial statements cannot be determined at this time.

There may be adjustments to the opening balance sheet as of March 12,2018 that will impact these accompanying preliminary unaudited financial statements. ASC 805 permits a one-year measurement period in which the opening balance sheet can be adjusted if additional information becomes available.

Liabilities Subject to Compromise

As a result of the commencement of the Debtor’s chapter 11 case, the payment of certain prepetition indebtedness of the Debtor is subject to compromise or other treatment under a plan of reorganization.

Reorganization Items

ASC 852 requires expenses and income directly associated with the Debtor’s chapter 11 cases to be reported separately in the income statement as reorganization items. Reorganization items include expenses related to legal advisory and representation services, and other professional consulting and advisory services. Reorganization costs also include adjustment to record debt at the estimated amount of the claim.

Litigation

The Debtor is subject to lawsuits and claims that arise out of its operations in the normal course of business.

Prior to the petition date, the Debtor was the defendant to various legal proceedings, described in detail in the most recent publicly filed financial statements, which are stayed during the course of the chapter 11 bankruptcy proceedings.

There are uncertainties inherent in any litigation and appeal and the Debtor cannot predict the outcome. At this time the Debtor is unable to estimate possible losses or ranges of losses that may result from such legal proceedings described in detail in the most recent publicly filed financial statements, and it has not accrued any amounts in connection with such legal proceedings in the financial statements herein, other than attorney’s fees accrued prior to the petition date.

In re: Orexigen Therapeutics, Inc.	Case No. 18-10518 (KG)
Debtor	Reporting Period: March 12, 2018 - March 31, 2018

MOR-1

Consolidated Schedule of Cash Receipts and Disbursements⁽¹⁾

For the Period: March 12, 2018 - March 31, 2018

(Unaudited)

$ USD ‘000s	Total
Beginning Cash Balance (Book)	$	21,372
Receipts
Operating Receipts		5,263
Miscellaneous Receipts		107
Total Receipts		5,369
Operating Disbursements
Payroll & Benefits / Contractors		(924	)
Inventory		(700	)
Manufacturing and Logistics		(7	)
Gross to Net Disbursements		(452	)
Marketing / Commercial Operations		(9,478	)
Ordinary Course Professionals		(0	)
Rent / Facilities / Equipment		—
Insurance		—
IT / Utilities		(20	)
Regulatory and Compliance		(0	)
Other G&A		(36	)
Total Operating Disbursements		(11,616	)
Operating Cash Flow		(6,247	)
Reorganization Costs
DIP Loan Interest and Fees		(50	)
Restructuring Professional Fees		—
Total Reorganization Costs		(50	)
Total Disbursements	$	(11,666	)
Lender Professional Fees		(397	)
Net Cash Flow	$	(6,694	)
DIP Draws		—
Ending Cash Balance (Book)	$	14,678

Notes:

(1) The Schedule of Cash Receipts and Disbursements is presented on a book basis.

In re: Orexigen Therapeutics, Inc.	Case No. 18-10518 (KG)
Debtor	Reporting Period: March 12, 2018 - March 31, 2018

MOR - 1a

Schedule of Disbursements by Debtor Entity ⁽¹⁾

For the Period: March 12, 2018 - March 31, 2018

(Unaudited)

$ USD ‘000s
Debtor	Total Disbursements
Orexigen Therapeutics, Inc.	$	12,063
Total	$	12,063

Notes:

(1) The Schedule of Disbursements is presented on a book basis.

In re: Orexigen Therapeutics, Inc.	Case No. 18-10518 (KG)
Debtor	Reporting Period: March 12, 2018 - March 31, 2018

MOR - 1b

Schedule of Debtor Bank Account Balances ⁽¹⁾

For the Period: March 12, 2018 - March 31, 2018

(Unaudited)

					Beginning		Ending
$ USD ‘000s		Last Four Digits			Balance		Balance
Debtor	Bank	Account No.		Account Description	3/12/2018		3/31/2018
Orexigen Therapeutics, Inc.	Silicon Valley Bank		6813	General checking	$	—	$	6
Orexigen Therapeutics, Inc.	Silicon Valley Bank		1180	Zero-balance lockbox		—		—
Orexigen Therapeutics, Inc.	Silicon Valley Bank		3036	Sweep account		11,072		7,770
Orexigen Therapeutics, Inc.	Silicon Valley Bank		7307	Utility adequate assurance		—		10
Orexigen Therapeutics, Inc.	Silicon Valley Bank		5177	Collateral		100		100
Orexigen Therapeutics, Inc.	U.S. Bank		4219	Investment account(2)		11,577		7,159
Orexigen Therapeutics, Inc.	State Street Bank & Trust		2355	Investment account(2)		—		—
Orexigen Therapeutics, Inc.	Wells Fargo		3348	Foreign wire transfer account(2)		—		—
Orexigen Therapeutics, Inc.	JMP Securities LLC		0041	Investment account(2)		—		—
Total Bank Account Balances					$	22,749	$	15,046

Notes:

(1) The Consolidated Schedule of Cash Receipts and Disbursements (MOR-1) and Schedule of Disbursements by Debtor Entity (MOR-1a) represent book balances while MOR-1b represents bank balances. The balances differ primarily due to the bank’s delayed recording of intrabank activity between the general checking and sweep accounts.

(2) Account was closed in April 2018.

In re: Orexigen Therapeutics, Inc.	Case No. 18-10518 (KG)
Debtor	Reporting Period: March 12, 2018 - March 31, 2018

MOR-1c

Schedule of Professional Fees and Expenses Paid

For the Period: March 12, 2018 - March 31, 2018

(Unaudited)

							Month Ended 3/31/18
Payee	Category	Payor	Date		Period Covered		Fees		Expenses
Retained Professionals
No payments to retained professionals
Other Restructuring Professionals
Wilmington Trust, National Association	DIP Administrative Agent	Orexigen Therapeutics, Inc.		3/15/2018		3/12/2018 - 7/31/2018	$	50,000	$	—
Arnold & Porter Kaye Scholer LLP	DIP Administrative Agent Counsel	Orexigen Therapeutics, Inc.		3/16/2018		2/15/2018 - 3/15/2018		60,650		—
Quinn Emanuel Urquhart & Sullivan, LLP	DIP Lenders Counsel	Orexigen Therapeutics, Inc.		3/16/2018		2/15/2018 - 3/16/2018		172,846		236
Brown Rudnick LLP	DIP Lender Counsel	Orexigen Therapeutics, Inc.		3/16/2018		2/15/2018 - 3/16/2018		109,548		711
Whiteford Taylor Preston	DIP Lenders Local Counsel	Orexigen Therapeutics, Inc.		3/16/2018		2/13/2018 - 3/16/2018		53,131		140
Total							$	446,174	$	1,087

In re: Orexigen Therapeutics, Inc.	Case No. 18-10518 (KG)
Debtor	Reporting Period: March 12, 2018 - March 31, 2018

MOR-2

Statement of Operations

For the Period: March 12, 2018 - March 31, 2018

(Unaudited)

$ USD ‘000s	Orexigen Therapeutics, Inc.
Net product sales	$	6,032
Cost of product sales		(1,218	)
Operating expenses:
Research and development		(383	)
Selling, general and administrative		(5,335	)
Amortization expense of intangible assets		(427	)
Total operating expenses		(6,145	)
Loss from operations		(1,331	)
Other income/(expense):
Interest income		88
Interest expense		(158	)
Total other income (expenses)		(70	)
Net loss		(1,401	)
Reorganization expenses (1)		(167,576	)
Net loss	$	(168,977	)

Notes:

(1) Reorganization expenses includes the write up of the notes to the principle balance and the elimination of the debt discount and debt costs related to the 2013 debt.

In re: Orexigen Therapeutics, Inc.	Case No. 18-10518 (KG)
Debtor	Reporting Period: March 12, 2018 - March 31, 2018

MOR-3

Balance Sheet

(Unaudited)

	Orexigen Therapeutics,Inc.
$ USD ‘000s	As of March 11, 2018		As of March 31, 2018
Assets
Current assets:
Cash and cash equivalents	$	21,372	$	14,678
Accounts receivable, net		19,203		26,134
Inventory		8,857		7,764
Prepaid expenses and other current assets		6,868		14,176
Intercompany receivable		112,353		112,106
Total current assets		168,653		174,858
Non-current assets:
Property and equipment, net		543		525
Intangible assets		66,566		66,140
Other long-term assets		588		582
Restricted cash		100		111
Total assets	$	236,450	$	242,216
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable(1)		925		849
Accrued expenses		3,921		12,347
Total current liabilities:		4,846		13,196
Total liabilities not subject to compromise		4,846		13,196
Total liabilities subject to compromise		110,381		279,662
Series Z preferred stock		3,343		—
Stockholders’ equity (deficit)		117,880		(50,642	)
Total liabilities and stockholders’ equity (deficit)	$	236,450	$	242,216

Notes:

(1) Accounts payable includes pre-petition amounts approved by the Court and paid post-petition.

In re: Orexigen Therapeutics, Inc.	Case No. 18-10518 (KG)
Debtor	Reporting Period: March 12, 2018 - March 31, 2018

MOR-4

Summary of Unpaid Post Petition Accounts Payables

As of March 31, 2018

(Unaudited)

$ USD ‘000s
			Number of Days Past Due
Post Petition Accounts Payable Aging	Current		0-30		31-60		61-90		Over 90		Total
Post-Petition Accounts Payable(1)	$	524	$	—	$	—	$	—	$	—	$	524
	$	524	$	—	$	—	$	—	$	—	$	524

Notes:

(1) The above figures represent post petition trade payables recorded in the Debtors’ subledger.

In re: Orexigen Therapeutics, Inc.	Case No. 18-10518 (KG)
Debtor	Reporting Period: March 12, 2018 - March 31, 2018

MOR-5

Accounts Receivable Aging

As of March 31, 2018

(Unaudited)

$ USD ‘000s
Accounts Receivable Aging	0-30 Days		31-60 Days		61-90 Days		91 Days +		Total
Accounts Receivable, net	$	26,054	$	38	$	19	$	23	$	26,134
	$	26,054	$	38	$	19	$	23	$	26,134

Debtor Questionnaire

Must be completed each month		Yes	No
1.	Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below.		X
2.	Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below.		X
3.	Have all post petition tax returns been timely filed? If no, provide an explanation below.	X
4.	Are workers compensation, general liability and other necessary insurance coverages in effect? If no, provide an explanation below.	X
5.	Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s)(1). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3.	X

Notes:

(1) The Silicon Valley Bank account ending in 7307 was opened in March as the utility adequate assurance account.